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HomeMy WebLinkAbout466687 OVERDRIVE - PURCHASE ORDER - 3215337Fort Collins Date: 01/13/2015 PURCHASE ORDER Vendor: 466687 OVERDRIVE 8555 SWEET VALLEY DR SUITE N CLEVELAND OH 44125 PO Number Page 3215337 1of2 This number must appear on all invoices, packing sli s and labels. Ship To: PROCESSING CENTER FORT COLLINS PUBLIC LIBRARY 256 W. MOUNTAIN AVENUE FORT COLLINS CO 80521-2711 Delivery Date: 01/13/2015 Buyer: ED BONNETTE Note: THIS PURCHASE ORDER IS FOR THE PROCUREMENT OF GOODS AND/OR SERVICES, AS NEEDED DURING THE CURRENT CALENDAR YEAR. DOLLAR AMOUNTS SPECIFIED ARE ESTIMATES AND NOT A PROMISE TO PURCHASE ANY MINIMUM AMOUNT OF SUCH GOODS AND/OR SERVICES. Line Description Quantity UOM Unit Price Extended Ordered Price 1 2015 ANNUAL ORDER FOR DIGITAL MEDIA City of Fort Collins Director of Purchasing and Risk Management This order is not valid over $5000 unless signed by Gerry S. Paul City of Fort Collins Purchasing, PO BOX 580, Fort Collins, CO 80522-0580 Phone:970-221-6775 Fax: 970-221-6707 Email:purchasing@fcgov.com 1 LOT LS 250,000.00 Total $250,000.00 Pay terms net 30 days Invoice Address: City of Fort Collins Accounting Department PO Box 580 Fort Collins, CO 80522-0580 Purchase Order Terms and Conditions Page 2 of 2 1. COMMERCDU,D£TAILS. Tax exemptions. By statute the City of Fort Collins is exempt from state and local taxes. Our Exemption Number is 11. NONWAIVER. 98-045(0. Federal Excise Tax Exemption Certificate of Registry 84-6000587 is registered with the Collector of Failure of the Purchaser to insist upon start pudowmce of the terms and conditions hereof, future, or delay to Internal Revenue, Denver, Colorado (Ref. Colorado Revised Statutes 1973, Chapter 39.26, 114 (a), exercise any rights or remedies provided herein or by law, failure to promptly notify the Seller in the event of a breach, the weephowe ofo payment for goods firewater ter or approval of the design, shall not release the Seller of Goods Rejected, GOODS REJECTED due to failure to meet specifications, either when shipped or due to defects of any of the warranties or obligations of this purchase order and shall not be decmed a waiver of any sight of the damage in brown. may be mounted to you for credit and ore not to be replaced except upon receipt of written purchaser to insist upon shod performance hereof or my of its rights or remedies as 0 any such goods, regardless institutions from the City of Fort Collins. of when shipped, received or accepted, as to any prior or subsequent default hemun d, nor shall any purported Orel modification or mcoxion of this purchase order by the Purchaser operate as a waiver of any of the rams Inspection. GOODS are subject o the City of Pon Collins inspection on arrival. hereof. Final Acceptance. Receipt of the merchandise. services or equipment in resource, to this order com result in 12. ASSIGNMENT OF ANTITRUST CLAIMS. authorized payment on the pan of the City of Fort Collins. However, it is to be understood that FINAL Seller and the Purehaer fecogame cast in actual economic practice, o ertharges resulting from antitrust ACCEPTANCE is dependent upon completion ofall applicable required inspection procedures. violations art in fact home by the Purchase. Theretofore for good cause era as consideration for executing this purchase order, the Seller hereby assigns to, the Purchaser any and all claims it may now have or hereafter Freight Terms. Shipments most be F.O.B., City of Fon Collins, 700 Woad Sc, Fort Collins, CO 80522, unless acquired under fdml or state antitrust finox for such ovemharom relating to He particular goads or tared es otherwise specified on this order. Upermission is given to Prepay freight and charge separately, the original freight purchased or acquited by the Purcbasn pan. to this purcfe coder. bill must accompany invoice. Additional charges for packing will not be accepted. 13. PURCHASERS PERFORMANCE OF SELLERS OBLIGATIONS. Shipment Distwce. Whore manufacturers have distabuting points in various pans of the country, shipment is If the Inclusion direca the Seller to coned nonconforming m defective goods by a date to be agreed upon by the expded from the nearest chairman. point to resonator. atior. ate excess freight will be deducted from Invoice when Purchaser and the Sella, and the Seller thereafter indicates its nobility or unwillingness to comply, the Forehand shipments are made from greater distance. may rouse the work to he rearward by fie most expeditious mean available to it, and the Sella shall pay all tens assmimed with such work. Permits. Seller shell proctnre at idlers sole cost all necessary permits, remains. end licenses required by all applicable laws, regulations, ordinances and rules of the state, municipally, human, or political suWivaion where The Seller shall relru the Purchaser eta its rommdors of any tier from all liability and claims of my omre the wok is perforated, or retained by any other duly constituted public authority having jurisdiction over the work resulting from the performance nfsuch work. of vendor. Seller former agrees to hold the City of Fort Collins harmless from ate against all liability am lass incurred by at. by reason of an assured or established O.Einan or any such laws, mgulations, ordinances, roles This release shall apply area in fie not of fault of ncgligencc of the party released and shall extend to the and cap remmrs. directors, officers and employees ofmch party. Amlwnution All at. to this comracr agree then the representatives arc, in fact, From fide aad pmen,ss full end dominate authority a bind said ponies. LIMITATION OF TERMS. This Purchase Order expressly limits acceptance to the terms and conditions stated herein sd forth and my supplementary or additional at. and conditions aunexed hereto or incorporated herein by reference. Any additional or different erms and conditions proposed by seller arc objected to and hereby rejected, 2. DELIVERY. PLEASE ADVISE PURCHASING AGENT immediately if you cannot make complete shipment to ease on your promised delivery data as noted Time is of the essenex. Delivery and perfmrnwa man be a@ded within the time stated on the purchase order and the documents attached hereto. No ads of the Purchasers including, without limitation, acceptance of partial late deliveries, shall opium is a waiver of this provision. In he e,car i f es, delay, the Purchaser shall have, in addition m other legs and equitable remedies, the option ofplacing this order elsewhere and holding the Seller liable for damages. However, the Seller shall not be liable for damages as a much of delays due to causes not reasonably foreseeable which are beyond its reasonable control and without its fault or negligence, such aces of God, ads ofeivil or military authorities, governmental prionties, fires, stakes, flood, epidemics, wars or hots provided that notice of the conditions causing such delay is given to the Purchaser within five (5) days of the time whom the Seller fro received knowledge thereof. In the event of any such delay, the time of delivery shall be extended for the period equal la the time actually last by reason of the delay. 3. WARRANTY. The Seller warrant. that all guuds, articles, materials and work covered by this order will confsm with applicable drawings, specifications, samples andwr other descriptions given, will be fit for the puryoses intended, and performed with the highest degree of cart and competence in accordance with accepted standards for work of a similar wmm. Lou Seller agrees to hold the purchaser harmless from any loss, 6 mage or expense which Be Purchaser may suffer or incur on account of the Sellers breach of wadanty. The Seller sholl replace, repair or make goad, without cast to the pumhaser, any defects or faults arising within one (1) year or within such longer period of time is may be prescribed by law or by the terms of any applicable warranty provided by the Seller after the date of acceptance of the gods fmished hereunder (acceptance not to be unreasonably delayed), resulting from imperfect or defective work done or materials famished by the Seller Acceptance or use of goads by the Purchaser shall oat nsfimte a waiver of any claim under this warranty. Except in otherwise provided in this purchase order, the Sellers liability hereunder shall extend to all damages proximately coined by the breach of any of the foregoing wmrowas or grommets, but such liability shall in no event include loss of profits or loss of use. NO IMPLIED WARRANTY OR MERCHANTABILITY OR OF FITNESS FOR PURPOSE SHALL APPLY. 4. CHANGES IN LEGAL TERMS, The Purchaser may make changes to legal terms by writan change order. 5. CHANGES IN COMMERCIAL TERMS. The Purchaser may make any changes m the terns, other than legal terms, including additions to or deletions from the quantities Originally ordered in the specifications or drawings, by verbal or union change order If any such change atfeds the amount due or the time of perfommnce hereunder, an equitable adjustment shall be made. 6. TERMINATIONS. The Purchaser may at my time by woman change order, terminate this agremem in to my or all portions of the Reach; then not shipped, subject to my equitable adjustment between the Pamirs as m my wok or materials then in progress provided flat Oa Purchaser shall not be liable for any visa. for anticipated profits w the uncompleted portion of the good suitor work, for incidental or censequential damages, add that an such adjustment be made in favor order Seller with respect to any good which we the Seller standard stock. No such mnniation shall relieve the Pmchasce or the Seller ofany of their.1ligmime, as to any goods delivered hereunder. 7. CLAIMS FOR ADJUSTMENT. Any claim for adjustment most be asserted within thirty (30) days from the date the change or retmination is ordered. 8. COMPLIANCE WITH LAW, The Seller warrants that all goods sold hereunder shall have been produced, sold, delivered and fumishcd in amid compliance with all applicable laws and regulations to which the goods ore subject The Seller shall execute and deliver such documents as, may be criminal to effect or evidence compliance. All laws and regulations requimed to he incorporated in agreements of this character are hereby incorporated herein by this reference. The Seller agrees to indemnify and hold the Parchasd harmless from all costs and damages suffered by the Purchaser as a result of the Sellers failure m comply with such law. 9. ASSIGNMENT. Neither party shall assign, trnafeq or convey this oiler, or my monies due or to become due hereunder without the odor wrinm consent nfdom other P.M. 10. TITLE. The Seller warrants fill, clear and committed line to In, Purchaser for all equipment, materials, and items famished in prformance of this agrement free end clear of any and all liens, restrictions, resmatioa, seventy inum en mcumbmnces and claims of other. The Sellers contactual obligations, including warrdnty, shall not be, domed to be reduced, in any way, because men woh is performed ar ..it to be performed by the Purchaser. 14. PATENTS. Whenever the Seller is required to use my design, device, material or process covered by letter, patent, trademark or copyright, the Seller shall indemnify and save franchise the Purchases from any and all claims for infnngement by reason of the use of such patented design der ice material or process in connedion with the comad, and shall indemnify fie Purchaser for my cast, expense or damage which it may be obliged to pay by reason of such infringement at my time during the prosecution or after the completion of the work. In cost said equipment, or any pan thereof m the intended use of the goads, is is such suit held In core item infringement and the use of said equipment or pan is enjoined, the Seller shall, at its own expense and at its option, either produce for the Producer the right to out using said equipment or pans, replace the same with substantially equal but noninfnging equipment, or modify it so it becomes noninfnnging. 15. INSOLVENCY. If the Seller shall become insolvent or bankmpt make an assignment for the bereft of creditors, appoint a receiver or trustee for any of the Sellers property or business, this order may forthwith he canceled by the Tambo tar without liability. 16. GOVERNING LAW. The definitims, min. used or the interpretmi m of the agreement and the rights of all panics hereunder shall be constmed under and governed by the laws office State ofColomdo, USA. The fallowing Additional Conditions apply Only in m where the Seller is to perforwork hereunder, f ers seOn including the services oSellReprentative(s), the prmkes crashers. V. SELLERS RESPONSIBILITY. The Seller shall carry an said work at Sellers awn risk until the same is fully completed and accepted, and shall, in case of any accident, deswctim or injury to the work mNon materials before Sellers final completion and acceptance, complete the work at Sellers own expense and to the amisfation of the Purchaser. When mammals and equipment are f fished by others for installation or erection by the Seller, the Seller shall receive, unload, store and handle same At the site aM become responsible therefor in though such materials mdtor equipment were being famished by the Seller under are order. 18. INSURANCE. The Seller shall, at his own expanse, provide tam the payment of worker compensation, including occupational dodoes benefits, to its employers employed w or in connection with fie work covered by this purchase order, andoor m their depmdma in accordance with the laws of the sure in which the work is to be, done. The Seller shall also cant' comprehensive general liability including, but not limited to, contradml and automobile public liability imumnce won bco ily injury and death limits of at least S300.000 for any one perwn, sSW,OW for any one accident road properly, damage limit per accident of S410,000. The Seller shall likewise require his curmancton, if any, in provide for such rompensation and an insurance. Before y of the Sellers or his contractors employees shall do my work .,.the premises of otbers, the Selld shall human the Purchaser with a standard, cast such compensation and insurance has, been provided. Such ceraicmd shall specify the date when such compensation and because have hen provided Such ceniftcams shall specify the date when such compenaion and announce expires. The Seller agrees that such compensation and insurance shall be maintained until Biter the entire work is completed dual accepted. 19. PROTECTION AGAINST ACCIDENTS AND DAMAGES, The Seller hereby assumes the mire responsibility and liability for nay and all damage, loss or injury army kind r nature whaemever f persons or property caused by or resulting from are execution cribs work provaed for in This purchase order or m cowection herewids. The Seller will indemnify and hold hmmlus the Purchaser and any r all of the Pmcbaser officers, agents and mployess farm and against any era all claims, losses, damages, charges or exposes, whether direct or indirect, and whether to pesos or properly to which the Pachand may Ire Put or subject by reason of any art, actiw, implied, omission or default on the part of t1¢ Seller, any of his cantmdom, or any of the Sellers Or mnnacom officers, agents or mployeat In case any suit or other proceedings shall be, brought againsl the Purchaser, of its oficars,.gems or mployees in any time on mount or by reason of my act, action, negloq omission in default of the Seller of my of his contmcmrs or my of its or their otfcans, agents or employees as ofocessid, the Seller hereby agues to assume the defense thereof and m defend He same an the Sellers own expense, to pay my and all cos¢, charges, anomeys fees and other expanses, any and all judgments that may W interred by m obuioed against the Purchases m my of its or their officers, agents or employees in such suits of other proceedings, and in can, judgmrt or often lien W placed upon or obtained against the property of the Prichard, or said grand in or as a result nfsuch suits or other proceedings. the Seller will at ono cause the same to be dissolved and discharged by giving bond or otherwise. The Sella and his common, shall take all somy precautions, fish said insult all good necessary for the prevention of accidents, comply with all lewx and regulations with regard to safety, including, but without limitation, the Occupational Safety and Health Ad of 1970 and all was and tegotiiorts issued Panamint thereto. Revised 072014